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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report (date of earliest event reported): September 19, 1994
VIACOM INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-9553 04-2949533
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
200 Elm Street, Dedham, Massachusetts 02026
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (617) 461-1600
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Page 1 of 8 Pages
Exhibit Index Appears on Page 4
Item 5. Other Events
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1. On September 19, 1994, Viacom Inc. ("Viacom") and Blockbuster
Entertainment Corporation ("Blockbuster") announced that they had settled,
subject to court approval, all pending Blockbuster shareholder litigation
relating to the proposed merger of Blockbuster with and into Viacom (the
"Blockbuster Viacom Merger").
A copy of the joint press release by Viacom and Blockbuster, dated
September 19, 1994, relating to the above-described settlement is attached
hereto as Exhibit 99 (a) and is incorporated herein by reference.
2. On September 20, 1994, Viacom announced that it had reached
employment agreements with approximately 40 core senior members of the
management team of Blockbuster that will go into effect upon completion of the
Blockbuster Viacom Merger.
A copy of the press release by Viacom, dated September 20, 1994,
relating to the above described announcement is attached hereto as Exhibit 99
(b) and is incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(c) The following exhibits are filed as part of this report on Form 8-K:
Exhibit 99 (a) Press release by Viacom Inc. and Blockbuster Entertainment
Corporation dated September 19, 1994.
(b) Press release by Viacom Inc. dated September 20, 1994.
Page 2 of 8 Pages
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
VIACOM INC.
Date: September 21, 1994 By: /s/ Philippe P.Dauman
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Philippe P. Dauman
Executive Vice President,
General Counsel and Chief
Administrative Officer
Page 3 of 8 Pages
EXHIBIT INDEX
Exhibit No. Description Page
- - ---------- ----------- ----
Exhibit 99 (a) Press Release by Viacom Inc. and Blockbuster
Entertainment Corporation dated September 19, 1994 5
(b) Press Release by Viacom Inc. dated September 20, 1994 6
Page 4 of 8 Pages
FOR IMMEDIATE RELEASE
New York, New York, September 19, 1994 -- Viacom Inc. (AMEX: VIA and VIAB) and
Blockbuster Entertainment Corporation (NYSE: BV) today announced that they have
settled a class action suit brought by Blockbuster stockholders in connection
with the proposed merger of Blockbuster into Viacom, as well as a separate
shareholder complaint filed by Kathleen Pessin, one of the shareholder
plaintiffs. The Companies said that this resolves all pending litigation
relating to the Viacom Blockbuster merger.
Terms of the settlements were not disclosed.
# # #
Contacts: Viacom Inc. Blockbuster Entertainment Corporation
Nancy Bushkin Wally Knief
212/258-6362 305/832-3250
Page 5 of 8 Pages
VIACOM REACHES EMPLOYMENT AGREEMENTS
WITH BLOCKBUSTER MANAGEMENT
-- Viacom to Form New Blockbuster Entertainment Group --
New York, New York, September 20, 1994 -- Viacom Inc. (AMEX: VIA and VIAB) today
announced that it has reached employment agreements with approximately 40 core
senior members of the management team of Blockbuster Entertainment Corporation
(NYSE: BV) that will go into effect upon completion of the proposed merger of
Blockbuster into Viacom.
The Company said that upon completion of the merger, H. Wayne Huizenga,
currently Chairman of the Board and Chief Executive Officer of Blockbuster, will
become Vice Chairman of Viacom, as well as Chairman of a newly formed unit of
the Company, the Blockbuster Entertainment Group. Mr. Huizenga intends to hold
these offices for an appropriate transition period.
Steven R. Berrard, currently Vice Chairman, President and Chief Operating
Officer of Blockbuster, has reached a long-term employment agreement with Viacom
to serve as President and Chief Executive Officer of the Blockbuster
Entertainment Group.
In making the announcement, Sumner M. Redstone, Chairman of the Board of Viacom,
said, "Wayne and Steve have assembled a superlative management team that is
responsible for the exceptional growth that Blockbuster has enjoyed. This team
is among Blockbuster's strongest assets and is an integral part of our
-more-
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Page 6 of 8 Pages
merger. I know that Wayne and Steve share our commitment to this transaction
and to the continued growth of our Company. We are particularly pleased that
Wayne, who created Blockbuster and made it a household name, will stay on with
us through the transition period and that Steve will lead Blockbuster in its
next phase of growth."
Frank J. Biondi, Jr., President and Chief Executive Officer of Viacom, said,
"The combined Viacom/Blockbuster management team will represent an
extraordinarily deep, talented and creative group of men and women who share a
common vision and entrepreneurial business style. By bringing this group
together -- a transition which we expect to complete rapidly -- we will
substantially enrich Viacom's long-term prospects."
Mr. Huizenga said, "I am extremely proud of the company we have built and the
team behind this growth. Our pending merger with Viacom represents
Blockbuster's future, one that will continue to deliver value for our
shareholders. We share Viacom's vision of what can be accomplished by combining
the assets of Viacom and Blockbuster and we are committed to ensuring that this
goal is realized."
Mr. Berrard said, "The combination of Viacom and Blockbuster represents the
creation of an unbeatable global entertainment force. We have enormous respect
for all that Sumner, Frank and Viacom's management have achieved. This merger
will create many exciting growth opportunities and I am pleased to be a part of
the team."
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Page 7 of 8 Pages
Viacom and Blockbuster will each hold a Special Meeting of Stockholders on
September 29, 1994 to vote on the proposed merger of the two companies.
Viacom Inc. is one of the world's largest entertainment and publishing companies
and a leading force in nearly every segment of the international media
marketplace. The operations of Viacom include Paramount Pictures; Paramount
Television; MTV Networks; Showtime Networks Inc.; Simon & Schuster; Viacom
Interactive Media; five regional theme parks; movie screens in 11 countries;
cable systems serving 1.1 million customers; 12 television stations; and 14
radio stations. Upon completion of its proposed merger with Blockbuster
Entertainment Corporation, Viacom will also comprise Blockbuster's extensive
home video and music retailing outlets and its investments in Spelling
Entertainment Group and Discovery Zone. National Amusements, Inc., a closely
held corporation which owns and operates nearly 850 movie screens in the U.S.
and the U.K., is the parent company of Viacom Inc.
# # #
Contact: Viacom Inc.
Carl Folta
212/258-6352
Page 8 of 8 Pages